ARTICLES OF INCORPORATION
OF
ALPINE ORCHESTRA, INCORPORATED

The undersigned incorporators, for the purpose of forming a nonprofit corporation under the general Not-For-Profit Corporation laws of the State of Colorado, do hereby adopt the following Articles of Incorporation for such corporation.

I

NAME. The name of the Corporation is "ALPINE ORCHESTRA", INCORPORATED.

II

PURPOSES. The purposes for which the Corporation is organized are as follows:

  1. To foster the development in the community of an appreciation of the musical arts, by promoting and producing, and causing to be produced, musical productions and entertainments, and by taking part in activities having that end in view.
  2. To cultivate, promote, foster, sponsor, and develop among its members the appreciation, understanding, taste, and love of the musical arts; to create a musical center for the advancement of such purposes; to secure the interest of patrons of these arts; to encourage the composition of music for production by its members so as to provide entertainment, and amusement and the voluntary exploitation of their talents, all for no pecuniary gain; and to lawfully do any and all things necessary, suitable, and proper for the accomplishment of these purposes.
  3. To acquire (by gift, grant, donations, purchase, or otherwise), own, hold, improve, build upon, operate, maintain, convey, sell, lease, transfer, dedicate for public use, or otherwise dispose of real or personal property in connection with the affairs of the Corporation.
  4. To sponsor and conduct musical programs; to secure rights to perform musical works and the payment of rentals and royalties for copyrighted music; and to enter into agreements and obtain licenses to produce musical compositions, and all necessary rights thereto; and to charge admissions for performances.
  5. To borrow money, mortgage, pledge, deed of trust, or hypothecate any and all of it's real or personal property as security for money borrowed or debts incurred.
  6. To otherwise have and to exercise any and all powers, rights and privileges which a corporation organized under the general Nonprofit Corporation laws of the State of Colorado may now or hereafter have or exercise, and not for pecuniary profit or financial gain. No part of the assets, income, or profit of the Corporation shall be distributed to or inure to the benefit of its members, directors, or officers except to the extent permitted under the Nonprofit Corporation laws.
  7. This organization is organized exclusively for charitable and educational purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code.
  8. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on; (a) by a corporation exempt from Federal income tax under section 501 (c) (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law) or; (b) by a corporation contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code of 1986 (or corresponding provision of any future United States Internal Revenue law).

III

PLACE OF BUSINESS. The business and operations of the Corporation are to be conducted principally within the Counties of Chaffee, Lake and Park, State of Colorado.

IV

BY-LAWS. The initial By-Laws shall be adopted by the Board of Directors. The power to alter, amend or appeal the By-Laws or to adopt new By-Laws shall reside in the Board of Directors. The By-Laws may contain any provision for the regulation and management of the corporation not inconsistent with the law or the Articles of Incorporation.

V

MEMBERSHIP. The authorized number and qualifications of members of the Association, the voting and other rights and privileges of members, and their liability for dues and assessments, if any, and the method of collection thereof, shall be set forth in the By-Laws of the Association as such By-Laws are in effect from time to time

VI

ADDRESS FOR NOTICE. The post office address to which the Secretary of State shall mail a copy of any notice required by law is 27460 County Road 340, Buena Vista, Colorado 81211.

VII

AMENDMENTS. If there are no members an amendment to these articles shall be adopted at a meeting of the Board of Directors upon receiving the vote of a majority of the Directors in office.

If there are members the amendment of these articles shall require the assent (by vote or written consent) of the members representing at least seventy-five percent (75%) of the voting interest then entitled to vote in the By-Laws, and as such By-Laws are in effect from time to time.

VIII

ORCHESTRA CONDUCTOR, GUEST SOLOISTS, CHORAL GROUPS. The Board of Directors, may from time to time engage, employ, and discharge persons in the capacity of Conductor, guest soloists and choral groups. The services required, rates of compensation, reimbursement for expenses and such other benefits shall be set by the Board of Directors, by majority vote, at any regularly established meeting.

IX

PROHIBITED ACTIVITIES. No part of the activities of the Corporation shall be carrying on propaganda, or otherwise attempting to influence legislation, or participating in, or intervening in (including the publication or distribution of statements), and political campaign on behalf of any candidate for public office.

X

DURATION. The period of duration of the Corporation shall be perpetual.

XI

DISTRIBUTION ON DISSOLUTION OR LIQUIDATION. Upon the dissolution of this corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code (or corresponding section of any future tax code), or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed by the District Court in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

XII

REGISTERED AGENT. The Corporation has designated TECLIA CUNNINGHAM as it's registered agent in this state whom process against the Corporation may be served. The address of the Registered Agent and office is 27460 County Road 340, Buena Vista, Colorado 81211.

XIII

NUMBER OF DIRECTORS. The number of Directors shall be not less than two or more than six. The names and addresses of the persons who are to act in the capacity of Directors until the selection of their successors are:

Name
Address
1. Teclia Cunningham 27460 County Road 340
Buena Vista, Colorado 81211
2. Cheryl Tischer 206 Ouray
Poncha Springs, Colorado 81242
3. Vailia Davidson 220 West Park Avenue
Salida, Colorado 81201
4. Dr. Ed Johnson 37771 Highway 24 North
Buena Vista, Colorado 81211
5. Vic Mabus 150 I Street
Salida, Colorado 81201
6. Frank Smith 16273 County Road 350
Buena Vista, Colorado 81211

XIV

DIRECTOR LIABILITY PROVISION. Corporate Directors and officers shall have the benefit of the same limitations on personal liability as are directors and officers respectively of corporations for profit, as provided for by statute or by law.

XV

REMOVAL OF OFFICERS. The officers of the corporation shall consist of a president, vice president, secretary and treasurer, and such other officers, assistant officers and agents as may be deemed necessary by the Board of Directors, each of whom shall be elected by the Board of Directors at its annual meeting. Each of the officers shall serve at the pleasure of the Board of Directors for such compensation as may be fixed by the Board.

XVI

INCORPORATORS. The names and addresses of the incorporators are:

1. Teclia Cunningham 27460 County Road 340
Buena Vista, Colorado 81211
2. Cheryl Tischer 206 Ouray
Poncha Springs, Colorado 81242

IN WITNESS WHEREOF, these Articles of Incorporation have been executed in duplicate on the 18th day of December, 1991

Teclia Cunningham

Cheryl Tischer

STATE OF COLORADO
 )
) ss.
COUNTY OF CHAFFEE )

Teclia Cunningham and Cheryl Tischer personally appeared before me, and being by me first duly sworn, declare that the foregoing Articles of Incorporation were executed by them, and that the statements made therein are true.

IN WITNESS whereof I have hereunto set my hand and seal this,18th day of December , 1991.

Patricia E. Brayer
Notary Public
Buena Vista, Colorado
Address

My commission expires:
Sept. 8, 1995